As filed with the Securities and Exchange Commission on June 5, 1998
Registration No. 333-48329
811-5159
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[x] Post-Effective Amendment No. 1
Robertson Stephens Investment Trust
(Exact name of Registrant as Specified in Charter)
555 California Street
San Francisco, California 94104
(Address of Principal Executive Offices)
(800) 766-3863
(Area Code and Telephone Number)
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Andrew P. Pilara, Jr.
c/o BancAmerica Robertson Stephens
555 California Street
San Francisco, California 94104
(Name and Address of Agent for Service)
Copies to:
Timothy W. Diggins, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
It is proposed that this filing will become effective immediately
upon filing pursuant to Rule 485(b).
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The Registrant has registered an indefinite number of its shares of
beneficial interest, pursuant to Rule 24f-2 under the Investment Company Act of
1940. In reliance upon Rule 24f-2, no filing fee is being paid at this time. The
Registrant filed a Form 24f-2 on March 27, 1998 for the fiscal year ended
December 31, 1997.
<PAGE>
ROBERTSON STEPHENS MUTUAL FUNDS
Form N-14
PART C
OTHER INFORMATION
Item 16. Exhibits.
12. A form of Opinion of Counsel as to certain tax matters is being
filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 1 to its Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, in the City of San Francisco in the State of
California on the 5th day of June, 1998.
ROBERTSON STEPHENS INVESTMENT TRUST
By: Andrew P. Pilara, Jr.*
President and Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
ANDREW P. PILARA, JR.* President, Principal Executive June 5, 1998
- -------------------------- Officer and Trustee
Andrew P. Pilara, Jr.
TERRY R. OTTON* Treasurer, Chief Financial Officer, June 5, 1998
- -------------------------- and Principal Accounting Officer
Terry R. Otton
LEONARD B. AUERBACH* Trustee June 5, 1998
- --------------------------
Leonard B. Auerbach
JOHN W. GLYNN, JR.* Trustee June 5, 1998
- --------------------------
John W. Glynn, Jr.
JAMES K. PETERSON* Trustee June 5, 1998
- --------------------------
James K. Peterson
</TABLE>
*By /s/ Dana K. Welch
Dana K. Welch, Attorney-in-Fact
pursuant to the Powers of Attorney filed herewith.
<PAGE>
Exhibit Index
Exhibit No. Description
12 Form of Opinion of Counsel
Exhibit 12
<PAGE>
[FORM OF OPINION]
___________, 1998
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Partners Fund
Robertson Stephens Investment Trust
555 California Street
San Francisco, CA 94104
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 21, 1998, between the Robertson
Stephens Partners Fund ("Acquiring Fund"), a series of Robertson Stephens
Investment Trust (the "Trust"), a Massachusetts business trust, and the
Robertson Stephens Global Low-Priced Stock Fund ("Target Fund"), another series
of the Trust. The Agreement describes a proposed transaction (the "Transaction")
to occur on July 8 (the "Exchange Date"), pursuant to which Acquiring Fund will
acquire substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
Capitalized terms not defined herein are used herein as defined in the
Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end diversified management investment
company. Shares of Target Fund are redeemable at net asset value at each
shareholder's option. Target Fund has elected to be a regulated investment
company for federal income tax purposes under Section 851 of the Internal
Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end
non-diversified management investment company. Shares of Acquiring Fund are
redeemable at net asset value at each shareholder's option. Acquiring Fund has
elected to be a regulated investment company for federal income tax purposes
under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Proxy Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion. In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):
<PAGE>
Robertson Stephens Investment Trust
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Partners Fund ________, 1998
1. Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.
2. The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor. Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").
3. None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.
4. There is no plan or intention by any Target Fund shareholder who
owns 5% or more of the total outstanding Target Fund Shares, and to the best of
the knowledge of the management of Target Fund, there is no plan or intention on
the part of the remaining Target Fund shareholders to sell, exchange, or
otherwise dispose of a number of Acquiring Fund Shares received in the
Transaction that would reduce Target Fund shareholders' ownership of Acquiring
Fund Shares to a number of Acquiring Fund Shares having a value, as of the date
of the Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date. For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.
5. Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.
<PAGE>
Robertson Stephens Investment Trust
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Partners Fund ________, 1998
6. Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction. For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid
fund-level income tax and excise tax (including for this purpose any dividends
referred to in representation 12 herein)) made by Target Fund immediately
preceding the transfer will be included as assets of Target Fund held
immediately prior to the Transaction. Further, to the best of the knowledge of
the managements of each of Acquiring Fund and Target Fund, this representation
will remain true even if the amounts, if any, that Acquiring Fund pays after the
Transaction to Acquiring Fund shareholders who are former Target Fund
shareholders in redemption of Acquiring Fund Shares received in exchange for
Target Fund Shares, where such redemptions, if any, appear to be initiated by
such shareholders in connection with or as a result of the Agreement or the
Transaction, are considered to be assets of Target Fund that were not
transferred to Acquiring Fund.
7. The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.
8. Following the Transaction, Acquiring Fund will continue the historic
business of Target Fund as an open-end investment company that seeks long-term
growth by investing in, among other things, foreign and domestic common stocks,
preferred stocks, warrants and debt securities.
9. The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund. For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.
10. The Transaction will offer shareholders of Target Fund an
opportunity to pursue a substantially similar investment program in a larger
fund with potentially reduced operating expenses.
11. The costs, including all fees and expenses, incurred directly in
connection with the Transaction will be borne by Acquiring Fund and Target Fund
in the same proportions as their respective net asset values bear to each other.
The Target Fund and the Acquiring Fund agree to pay the expenses preliminarily
allocated to them. All such fees and expenses incurred by either of Acquiring
Fund and Target Fund shall be solely and directly related to the Transaction and
shall be paid directly by Acquiring Fund or Target Fund, as the case may be, to
the relevant providers of services or other payees, in accordance with the
principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.
Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.
12. For federal income tax purposes, Target Fund qualifies as a
regulated investment company, and the provisions of Sections 851 through 855 of
the Code apply to Target Fund for its current taxable year beginning January 1,
1998 and will continue to apply to it through the Exchange Date.
In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all such previous dividends shall have the effect of distributing (a) all
of the excess of (i) Target Fund's investment income excludable from gross
income under Section 103(a) of the Code over (ii) Target Fund's deductions
disallowed under Sections 265 and 171(a)(2) of the Code, (b) all of Target
Fund's investment company taxable income (see Code Section 852) (computed in
each case without regard to any deduction for dividends paid) and (c) all of
Target Fund's net realized capital gain (after reduction for any capital loss
carryover) in each case for both the taxable year ending December 31, 1997 and
the short taxable year beginning on January 1, 1998 and ending on the Exchange
Date. Such dividends will be made to ensure continued qualification of Target
Fund as a regulated investment company for tax purposes and to eliminate
fund-level tax.
Robertson Stephens Investment Trust
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Partners Fund ________, 1998
13. For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Sections 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning January
1, 1998 and will continue to apply to it through the Exchange Date.
14. Acquiring Fund does not own, directly or indirectly, nor has it
owned during the past five years, directly or indirectly, any Target Fund
Shares.
15. There is no intercorporate indebtedness existing between Target
Fund and Acquiring Fund.
16. Target Fund will distribute the Acquiring Fund Shares it receives
in the Transaction to its shareholders as provided in the Agreement.
17. Target Fund is not under the jurisdiction of a court in a Title 11
or similar case within the meaning of Section 368(a)(3)(A) of the Code.
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes it is more likely than not that:
(i) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and the
assumption by Acquiring Fund of the liabilities of Target Fund;
(ii) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as the basis
of such assets in the hands of Target Fund immediately prior to the transfer;
(iii) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were held by
Target Fund;
(iv) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the
distribution of Acquiring Fund Shares by Target Fund to its shareholders in
liquidation;
<PAGE>
Robertson Stephens Investment Trust
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Partners Fund ________, 1998
(v) No gain or loss will be recognized by Target Fund shareholders upon the
exchange of their Target Fund Shares for Acquiring Fund Shares;
(vi) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of his or her
Target Fund Shares exchanged therefor; and
(vii) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or she held
the Target Fund Shares exchanged therefor, provided that he or she held such
Target Fund Shares as capital assets.
Very truly yours,
Ropes & Gray
